REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, warrants and covenants that: (a) The Pledgor has full corporate power and authority to execute and deliver and perform its obligations under this Agreement and this Agreement is the Pledgor's valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relief. (b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreement) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee. (c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing. (d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.
Appears in 3 contracts
Samples: Fixed Point Microwave Services Agreement (Pathnet Inc), Fixed Point Microwave Services Agreement (Pathnet Inc), Fixed Point Microwave Services Agreement (Pathnet Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants that:
(a) The Pledgor it is the legal, record and beneficial owner of, and has good and, subject to applicable securities laws described in SECTION 9 hereof, marketable title to, the TELP Partnership Interest, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option, or other encumbrance whatsoever, except the existing lien and security interest created by this Agreement;
(b) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge the TELP Partnership Interest pursuant to this Agreement;
(c) this Agreement has been duly authorized, executed and this Agreement is the Pledgor's delivered by Pledgor and constitutes a legal, valid and binding obligationobligation of the Pledgor, and is enforceable in accordance with its terms;
(d) other than the approvals, except as such enforcement may be limited by (i) applicable bankruptcyif any, reorganizationrequired under the TELP Partnership Agreement, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific the stockholders or creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, domestic or foreign, is required to be obtained by the Pledgor or the Pledgee in connection with the execution, delivery or performance of this Agreement or the pledge of the TELP Partnership Interest hereunder, in each case which has not been obtained or made, as the case may be, and injunctive relief.is not in full force and effect;
(e) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor is a party or which purports to be binding upon Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Agreement or the Loan Agreement;
(f) the TELP Partnership Interest is not a security, as defined in Article 8 of the Texas Business and Commerce Code; and
(g) the pledge and assignment of the Collateral pursuant to this Agreement constitutes and will constitute a valid first lien on and a first perfected security interest in the Collateral, and the proceeds thereof, subject to no prior Lien, or to any agreement purporting to grant to any third party other than Pledgee a security interest in the property or assets of the Pledgor which would include the Collateral. Pledgor covenants and agrees (a) that at its expense it will defend the right, title and security interest of the Pledgee in and to the Collateral against the claims and demands of all persons whomsoever;
(b) Pledgor represents and warrants that it is or will be before Commissioning (have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as such term is defined in Collateral hereunder and will likewise defend the FPM Agreement) the owner right of the Assets Pledgee thereto and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.interest therein;
(c) Pledgor will not sellto observe, leaseperform and discharge all obligations, transfer, exchange or otherwise dispose covenants and warranties provided for under the terms of the AssetsTELP Partnership Agreement to be kept, observed and performed by Pledgor, and to inform Pledgee promptly in writing of any notice received by Pledgor: (i) with respect to any obligation to be performed but alleged not to have been performed by Pledgor under the TELP Partnership Agreement; and (ii) of any default or claimed default by any party to the TELP Partnership Agreement;
(d) to enforce or secure the enforcement, in the name of Pledgee, of the performance of each and every obligation, term, covenant, condition and agreement to be performed by any other party under the terms of the TELP Partnership Agreement;
(e) not to vote in favor of, or cause, the termination of the Borrower, or vote in favor of any part thereofmodification, without extension, renewal, amendment or material alteration of any term of the TELP Partnership Agreement without, in each such instance, the prior written consent of Pledgee; and
(f) that Pledgee, after the occurrence of an Event of Default, without notice to Pledgor, shall have the right at any time and from time to time to notify and direct the general partner, or such other appropriate party, of the Borrower to thereafter make all disbursements of the Proceeds directly to Pledgee; such general partner or other party shall be fully protected in relying on the written statement of Pledgee that it holds a security interest that entitles Pledgee to receive any such disbursement, and will not permit any lien, security interest or other encumbrance to attach the receipt by Pledgee of such disbursements shall be full acquittance thereof to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writingparty making such disbursements.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Tidel Technologies Inc), Pledge and Security Agreement (Tidel Technologies Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants that:
that as of the date hereof (a) The Pledgor it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Securities pledged hereunder, subject to no Lien (except the Lien created by this Agreement); (b) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Securities pursuant to this Agreement; (c) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligationobligation of the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (d) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (i) the execution, delivery or performance of this Agreement, (ii) the validity or enforceability of this Agreement, (iii) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (iv) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (e) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor, or of the Certificate of Incorporation or By-Laws of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the material assets of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (f) all the shares of the Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (g) each of the Pledged Notes to the extent executed by the Borrower or any of its Subsidiaries constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be by limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generally, and by equitable principles (ii) equitable rules regardless of whether enforcement is sought in equity or principles affecting the enforcement of obligations generally, whether at law or in equity, or law); and (iiih) the exercise pledge, collateral assignment and delivery to the Collateral Agent of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance Securities (other than uncertificated securities) pursuant to this Agreement creates (i) a valid and injunctive relief.
(b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined perfected first priority Lien in the FPM Agreement) Securities, and the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those proceeds thereof in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose Collateral Agent for the benefit of the Assets, Bank Creditors and the Other Creditors subject to no other Lien or to any part thereof, without agreement purporting to grant to any third party a Lien on the prior written consent property or assets of Pledgee, the Pledgor which would include the Securities other than the lien and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those described in clause (h)(ii) below and (ii) a valid and perfected security interest in favor of the Pledgee or those permitted by Pledgee Collateral Agent for the benefit of the Seller Creditors, which Lien and security interest is subject and subordinate to the Lien and security interest described in writing.
clause (dh)(i) No approvalabove. The Pledgor covenants and agrees that it will take commercially reasonable steps to defend the Collateral Agent's right, consent or other action by title and security interest in and to the stockholders Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and the Pledgor or by any governmental authority, or by covenants and agrees that it will have like title to and right to pledge any other person or entity, is or property at any time hereafter pledged to the Collateral Agent as Collateral hereunder and will be necessary likewise take commercially reasonable steps to permit defend the valid execution, delivery right thereto and performance by security interest therein of the Pledgor of this Agreement or any other instruments or agreements executed in connection herewithCollateral Agent and the Secured Creditors.
Appears in 2 contracts
Samples: Pledge Agreement (Coinmach Laundry Corp), Pledge Agreement (Coinmach Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, warrants and covenants thatto the Purchaser that as of the date hereof:
(a) The Pledgor has full corporate power execution, delivery and authority to execute and deliver and perform its obligations under performance of this Agreement and this Agreement is will not result in any violation of or be in conflict with or constitute a default under any term of the governing documents of the Pledgor's , or of any agreement or instrument or any judgment, decree, order, statute, rule or governmental regulation applicable to or binding on the Pledgor or any of its respective assets.
(b) This Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes the valid and legally binding obligationobligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as such enforcement may be limited by (i) subject to the effect of any applicable bankruptcy, reorganizationmoratorium, insolvency, moratorium reorganization or other laws affecting creditors' rights generally, (ii) equitable rules or principles similar law affecting the enforcement enforceability of obligations generally, creditors’ rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity, or (iii) the exercise of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relief.
(b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreement) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee).
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent consent, authorization of, filing registration or qualification with, or other action by by, the stockholders and Pledgor or by any governmental authority, or by any other person Person or entity, Governmental Authority is or will be necessary to permit the valid execution, delivery and performance of this Agreement by the Pledgor or creation of the liens and security interests contemplated hereby.
(d) The Pledgor will not create, incur or permit to exist any pledge, mortgage, lien, charge, encumbrance or any security interest whatsoever with respect to any of the Pledged Equity to any other Person (other than inchoate pledges, mortgages, liens, charges, encumbrances or other security interests), and for so long as this Agreement remains in effect, will not do so.
(e) The Pledgor will maintain the security interest created by this Agreement as a first priority perfected security interest and shall defend such security interest and such priority against the claims and demands of all Persons.
(f) If requested by the Purchaser, the Pledgor shall promptly deliver to the Purchaser all certificates or other written evidence of the Pledged Equity together with any instruments of transfer, in form and substance reasonably satisfactory to the Purchaser, necessary for the Purchaser to exercise its rights and remedies hereunder.
(g) Prior to the Release Date, the Pledgor shall not, directly or indirectly Transfer any of the Closing Issued Shares except (i) pursuant to Sections 10.08(c) or 10.08(f) of the Acquisition Agreement, or (ii) to an Affiliate of the Pledgor that is not a Seller (provided that the transferee in such Transfers agrees in writing on terms reasonably satisfactory to Purchaser to be bound by the terms of Section 10.08 of the Acquisition Agreement) or otherwise permit any other instruments Person to directly or agreements executed in connection herewithindirectly, make any such Transfer.
(h) The Pledgor will take such actions as the Purchaser may reasonably request to ensure the effectiveness and perfection of the security interest granted hereby.
Appears in 2 contracts
Samples: Pledge Agreement (Thryv Holdings, Inc.), Pledge Agreement (Thryv Holdings, Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, warrants and covenants that:
(a) The Each Pledgor represents and warrants that as of the date hereof (i) it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Collateral pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and this Agreement is the Pledgor's delivered by such Pledgor and constitutes a legal, valid and binding obligation, obligation of such Pledgor enforceable in accordance with its terms, except as such enforcement to the extent that the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generallyand by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) except to the extent already obtained or made, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific any stockholder or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (w) the execution, delivery or performance and injunctive relief.
of this Agreement, (bx) Pledgor represents and warrants that it is the validity or will be before Commissioning enforceability of this Agreement, (as such term is defined y) the perfection or enforceability of the Collateral Agent's security interest in the FPM AgreementCollateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (v) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the Certificate of Incorporation or By-Laws of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other instruments contract, agreement or agreements executed instrument or undertaking to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective material assets and will not result in connection herewith.the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except as
Appears in 2 contracts
Samples: Credit Party Pledge Agreement (Appliance Warehouse of America Inc), Credit Party Pledge Agreement (Coinmach Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor hereby represents, warrants and covenants that:
(ai) The Pledgor has full corporate power and authority to execute and deliver and perform its obligations under this Agreement and this Agreement he is the Pledgor's valid legal, beneficial and binding obligationrecord owner of, enforceable in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relief.
(b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreement) the owner of the Assets and has good and marketable title to, all of his Collateral and that he has sufficient interest in all of his Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothe- cation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement or permitted under the Loan Documents);
(ii) he is a natural person and citizen of the United States of America. The Pledgor has his principal residence at the address of the Pledgor as notified to the AssetsLender prior to the date of this Agreement (such addresses are also the location where the Pledgor keeps his respective personal records and financial information). The Pledgor has all requisite right and power to execute and deliver this Agreement and to perform his Secured Obligations hereunder. Furthermore, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sellchange his residence as aforesaid without giving the Pledgee at least thirty (30) days prior written notice;
(iii) he has all necessary or other power and authority to execute, leasedeliver and perform this Agreement and the Loan Documents to which he is a party, transfer, exchange and to perform all obligations arising or otherwise dispose created under this Agreement and the Loan Documents to which he is a party;
(iv) none of the Assetsexecution and delivery of this Agreement or the other Loan Documents applicable to the Pledgor, the consummation of any of the transactions herein or therein contemplated, or any part the compliance with the terms and provisions hereof or with the terms and provisions thereof, without will contravene or conflict, in any material respect, with any legal requirement to which the prior written consent Pledgor is subject or any judgment, license, order, or permit applicable to the Pledgor any indenture, mortgage, deed of Pledgeetrust, and will not permit any lien, security interest or other encumbrance agreement or instrument to attach which any Pledgor is a party or by which he may be bound, or to which he may be subject, to the Assetsextent such contravention or conflict could reasonably be expected to have a Material Adverse Effect. No consent, approval, authorization, or order of any part thereof, other than those court or Governmental Authority or third party is required in favor of connection with the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders execution and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of the Loan Documents applicable to him or to consummate the transactions contemplated hereby or thereby which has not been obtained;
(v) all of the Collateral has been duly and validly issued, is fully paid and non-assessable and is subject to no options to purchase or similar rights;
(vi) the pledge, collateral assignment and delivery to the Pledgee of the Collateral consisting of Certificated Securities pursuant to this Agreement creates a valid and perfected first priority security interest in such Certificated Securities, and the proceeds thereof, subject to no prior Lien or encumbrance or to any agreement purporting to grant to any third party Lien or encumbrance on the property or assets of the Pledgor which would include the Securities (other instruments than the liens and security interests permitted under the Loan Documents then in effect) and the Pledgee is entitled to all the rights, priorities and benefits afforded by the UCC or agreements executed other relevant law as enacted in connection herewith.any relevant jurisdiction to perfect security interests in respect of such Collateral; and
Appears in 2 contracts
Samples: Bridge Loan Agreement, Pledge Agreement
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants that:
that (a) The Pledgor it is the legal, record and beneficial owner of, and has good and, subject to applicable securities laws described in SECTION 11 hereof, marketable title to, the Initial Pledged Stock, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option, voting proxy or other encumbrance whatsoever, except the existing lien and security interest created by this Agreement; (b) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge the Initial Pledged Stock pursuant to this Agreement; (c) this Agreement has been duly authorized, executed and this Agreement is the Pledgor's delivered by Pledgor and constitutes a legal, valid and binding obligationobligation of the Pledgor, and is enforceable in accordance with its terms, except as such enforcement may be limited by ; (id) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific the stockholders or creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority, domestic or foreign, is required to be obtained by the Pledgor or the Pledgee in connection with the execution, delivery or performance of this Agreement or the pledge of such shares hereunder, in each case which has not been obtained or made, as the case may be, and injunctive relief.
is not in full force and effect; (b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreemente) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement will not violate any provision of any applicable law, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor is a party or which purports to be binding upon Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Pledgor except as contemplated by this Agreement or the Loan Agreement; (f) all the shares of the Initial Pledged Stock have been duly and validly issued, are fully paid and non-assessable and have not been issued in violation of any preemptive or other rights of any person; (g) the Pledgor has not created any options, warrants, rights, calls, commitments, plans, contracts or other agreements of any character, which provide for the purchase, issuance or transfer of any shares of capital stock of Issuer pledged hereby; and (h) the pledge, assignment and delivery of such Initial Pledged Stock pursuant to this Agreement constitutes and, provided Pledgee retains possession of the Initial Pledged Stock, at all times (disregarding, however the effects of the change in any law relating to the pledge of stock generally) will constitute a valid first lien on and a first perfected security interest in such shares of the Initial Pledged Stock, and the proceeds thereof, subject to no prior Lien, or to any agreement purporting to grant to any third party other than Pledgee a security interest in the property or assets of the Pledgor which would include the Initial Pledged Stock. Pledgor covenants and agrees that at its expense it will defend the right, title and security interest of the Pledgee in and to the Pledged Stock and the proceeds thereof against the claims and demands of all persons whomsoever; and covenants and agrees that he will have like title to and right to pledge any other instruments or agreements executed in connection herewithproperty at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right of the Pledgee thereto and security interest therein.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Tidel Technologies Inc), Pledge and Security Agreement (Tidel Technologies Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants that:
that as of the date hereof (a) The Pledgor it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Securities pledged hereunder, subject to no Lien (except the Lien created by this Agreement); (b) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Securities pursuant to this Agreement; (c) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligationobligation of the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (d) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (i) the execution, delivery or performance of this Agreement, (ii) the validity or enforceability of this Agreement, (iii) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (iv) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (e) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor, or of the Certificate of Incorporation or By-Laws of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective material assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (f) all the shares of the Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (g) each of the Pledged Notes to the extent executed by Holdings or any of its Subsidiaries constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be by limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generally, and by equitable principles (ii) equitable rules regardless of whether enforcement is sought in equity or principles affecting the enforcement of obligations generally, whether at law or in equity, or law); and (iiih) the exercise pledge, collateral assignment and delivery to the Collateral Agent of the discretionary powers Securities (other than uncertificated securities) pursuant to this Agreement creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of any court before the Pledgor which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance would include the Securities. The Pledgor covenants and injunctive relief.
(b) Pledgor represents and warrants agrees that it is or will be before Commissioning (take commercially reasonable steps to defend the Collateral Agent's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Collateral Agent as such term is defined in Collateral hereunder and will likewise take commercially reasonable steps to defend the FPM Agreement) the owner right thereto and security interest therein of the Assets Collateral Agent and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the PledgeeSecured Creditors.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.
Appears in 2 contracts
Samples: Pledge Agreement (Coinmach Laundry Corp), Pledge Agreement (Coinmach Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby representsrepresents and warrants that as of the date hereof (i) it is, warrants or at the time when pledged hereunder will be, the legal, record and covenants that:
beneficial owner of, and has (aor will have) The Pledgor good title to, all Collateral pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement and except Permitted Liens); (ii) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Collateral pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligationobligation of the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (w) the execution, delivery or performance of this Agreement, (x) the validity or enforceability of this Agreement, (y) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (z) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; (v) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor, or of the Certificate of Incorporation or By-Laws of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the material assets of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all the shares of the Stock and Interests have been duly and validly issued, are fully paid and non-assessable (in the case of the Pledged Stock) and are subject to no options to purchase or similar rights; (vii) each of the Pledged Notes to the extent executed by the Borrower or any of its Subsidiaries constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be by limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generally, and by equitable principles (ii) equitable rules regardless of whether enforcement is sought in equity or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relief.
(b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreement) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.law); and
Appears in 2 contracts
Samples: Holdings Pledge Agreement (Appliance Warehouse of America Inc), Holdings Pledge Agreement (Coinmach Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, warrants and covenants that:
(ai) The Pledgor it is the legal, beneficial and record owner of, and has full corporate power good and authority marketable title to, all Collateral pledged by it hereunder and that it has sufficient interest in all Collateral pledged by it hereunder in which a security interest is purported to execute be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and deliver and perform its obligations under security interests created by this Agreement and Permitted Liens);
(ii) it has the company, corporate, limited partnership or limited liability company power and authority, as the case may be, to pledge all the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement is has been duly authorized, executed and delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligation, obligation of it enforceable against it in accordance with its terms, except as such enforcement to the extent that the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' ’ rights generallyand by equitable principles (regardless of whether enforcement is sought in equity or at law);
(iv) except to the extent already obtained or made, (ii) equitable rules or, in the case of any filings or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise recordings of the discretionary powers Security Documents (other than the Vessel Mortgages) executed on or before the Initial Borrowing Date, to be made within 10 days of the Initial Borrowing Date, no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific performance any stockholder, partner, member or creditor of the Pledgor or any of its Subsidiaries) and injunctive relief.
no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreementa) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and or performance by the Pledgor of this Agreement, (b) the legality, validity, binding effect or enforceability of this Agreement, (c) the perfection or enforceability of the Pledgee’s security interest in the Collateral pledged by the Pledgor hereunder or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided herein;
(v) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, U.S. or non-U.S., applicable to the Pledgor, or of the certificate or articles of incorporation, certificate of formation or by-laws of the Pledgor, as applicable, or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries which are Credit Parties, except as contemplated by this Agreement or the Credit Agreement;
(vi) all of the Collateral has been duly and validly issued and acquired, is fully paid and non-assessable and is subject to no options to purchase or similar rights;
(vii) the pledge and collateral assignment to, and possession by, the Pledgee of the Collateral pledged by the Pledgor hereunder consisting of Certificated Securities pursuant to this Agreement creates a valid and perfected first priority security interest in such Certificated Securities, and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Certificated Securities, except for Permitted Liens, and the Pledgee is entitled to all the rights, priorities and benefits afforded by the UCC or other instruments or agreements executed relevant law as enacted in connection herewith.any relevant jurisdiction to perfect security interests in respect of such Collateral; and;
Appears in 2 contracts
Samples: Parent Pledge Agreement (Gener8 Maritime, Inc.), Credit Agreement (Gener8 Maritime, Inc.)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor hereby represents, warrants and covenants that:
(ai) The Pledgor it is the legal, beneficial and record owner of, and has good and marketable title to, all Collateral and that it has sufficient interest in all Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement or the Security Agreement and Permitted Liens);
(ii) it has full corporate power or other power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvencyfraudulent conveyance, moratorium and other similar laws relating to or other laws affecting creditors' ’ rights generally, general equitable principles (iiregardless of whether considered in proceedings in equity or at law) equitable rules or principles affecting the enforcement and an implied covenant of obligations generally, whether at law or in equity, or good faith and fair dealing;
(iiiiv) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific any stockholder, partner, member or creditor of the Pledgor or any of its Subsidiaries) and no order, consent, license, permit, approval or authorization of, exemption by, notice or report to, or recording, registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance and injunctive reliefof this Agreement by the Pledgor, (b) the validity or enforceability of this Agreement (except as set forth in clause (iii) above) against the Pledgor, (c) the perfection or enforceability of the Pledgee’s security interest in the Pledgor’s Collateral or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided herein except those which have been obtained or made prior to the date hereof.
(bv) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in neither the FPM Agreement) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and or performance by the Pledgor of this Agreement Agreement, nor compliance by it with the terms and provisions hereof, (i) will contravene any provision of any applicable law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court, arbitrator or governmental instrumentality, (ii) will conflict or be inconsistent with, or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to this Agreement) upon any of the properties or assets of the Pledgor or any of its Subsidiaries pursuant to the terms of any indenture, lease, mortgage, deed of trust, credit agreement or loan agreement, or any other instruments material agreement, contract or agreements executed instrument, to which the Pledgor or any of its Subsidiaries is a party or is otherwise bound, or by which it or any of its properties or assets is bound or to which it may be subject or (iii) will violate any provision of the certificate of incorporation, by-laws or other organizational documents, as applicable, of the Pledgor or any of its Subsidiaries;
(vi) all of the Collateral (consisting of Limited Liability Company Interests) has been duly and validly issued and acquired, is fully paid and non-assessable and, except as set forth in connection herewith.Schedule VI of the Credit Agreement, is subject to no options to purchase or similar rights;
(vii) the pledge, collateral assignment and delivery to, and possession by, the Pledgee of the Collateral consisting of certificated securities pursuant to this Agreement creates a valid and perfected first priority security interest in such Securities, and the proceeds thereof, subject to no prior Lien or encumbrance or to any agreement purporting to grant to any third party a Lien or encumbrance on the property or assets of the Pledgor which would include the Securities (other than Permitted Liens) and the Pledgee is entitled to all the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction to perfect security interests in respect of such Collateral; and
Appears in 2 contracts
Samples: Hypothecation Agreement (Directv Holdings LLC), Hypothecation Agreement (Directv Group Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants thatas follows:
(a) The Pledgor has full corporate power is a [ ] duly organized, validly existing and authority to execute and deliver and perform its obligations in good standing under this Agreement and this Agreement is the Pledgor's valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relief.
(b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreement) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid [ ]. The execution, delivery and performance by the Pledgor of this Agreement (i) are within the Pledgor’s [ ] powers and have been duly authorized by all necessary [ ] action, (ii) do not contravene the Pledgor’s constitutional documents or any law or any contractual restriction binding on or affecting the Pledgor, (iii) do not require any authorization or approval (including exchange control approval) or other action by, or any notice to or filing with, any governmental authority and (iv) except for the liens created by this Agreement, do not result in or require the creation or imposition of any lien upon or with respect to any of the properties or assets of the Pledgor or the Company. This Agreement is the legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except as (i) the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) rights of acceleration, if applicable, and the availability of equitable remedies may be limited to equitable principles of general applicability (regardless of whether enforcement is sought in equity or at law).
(b) There is no tax, levy, impost, deduction, charge or withholding imposed by the jurisdiction of formation of the Pledgor either (i) on or by virtue of the execution, delivery or performance of this Agreement or any other instruments document to be furnished hereunder or agreements executed (ii) on any payment to be made by the Pledgor pursuant to this Agreement.
(c) The Pledged Shares have been duly authorized and validly issued and are fully paid and non-assessable; the Pledgor is the legal and beneficial owner of the Pledged Shares free and clear of any lien, security interest, option or other charge or encumbrance or preferential arrangement except for the security interest created by this Agreement. The pledge of the Pledged Shares pursuant to this Agreement creates a valid and duly perfected first priority pledge of and security interest in connection the Pledged Shares, securing the payment and performance of the Obligations and performance and observance of all agreements, covenants and provisions contained in this Agreement.
(d) The Pledged Shares constitute the only issued and outstanding shares of stock of the Company, are common stock, have been duly authorized, are fully paid and non-assessable, are legally and beneficially owned and registered on the books of the Company as owned by the Pledgor, and evidenced by the certficate(s) delivered to the Pledgee herewith.
(e) The statements contained in Preliminary Statements (1) – (8) hereof are true, correct and complete.
(f) If an Event of Default shall have occurred and be continuing, at the written request of the Pledgee, the Pledgor agrees to cause its Pledged Shares to be duly registered on the books of the Company in the name of the Pledgee or as otherwise directed in writing by the Pledgee.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, warrants and covenants that:
(a) The Pledgor has full corporate power and authority to execute and deliver and perform its obligations under this Agreement and this Agreement is the Pledgor's valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relief.
(b) Pledgor represents and warrants that it is or will be before Commissioning that: (1) on the date hereof the Pledged Stock consist of the number and type of shares of the capital stock of such corporations as described in Annex A hereto; (2) such term is defined stock constitutes all the issued and outstanding shares of all classes of the capital stock of each Issuer as set forth in the FPM AgreementAnnex A hereto; (3) the Pledgor is the holder of record and sole beneficial owner of the Assets and such Pledged Stock; (4) it has good and marketable title to the AssetsPledged Stock, free and clear subject to no pledge, Lien (except for the Liens permitted under Section 8.01(A)(2) of all liensthe CIT Credit Agreement), mortgage, hypothecation, security interests and other encumbrancesinterest, except for those in favor of the Pledgee.
(c) Pledgor will not sellcharge, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest option or other encumbrance whatsoever, except the Liens and security interests created by this Agreement; (5) it has full power, authority and legal right to attach pledge all the Collateral pursuant to this Agreement; (6) this Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms , except to the Assetsextent that such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the enforcement of creditors' rights generally, the availability of equitable remedies and the exercise of judicial discretion, regardless of whether enforcement is sought in a proceeding at law or any part thereof, other than those in favor of equity; (7) the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate of incorporation or by-laws of the Pledgor or of any securities issued by the Pledgor or any of this Agreement its Subsidiaries, or of any indenture or loan or credit agreement or other agreement evidencing an obligation for borrowed money or any other instruments or agreements executed in connection herewith.material agreement, lease or
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Cityscape Financial Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor hereby represents, warrants and covenants that:
(ai) The Pledgor it is the legal, beneficial and record owner of, and has good and marketable title to, all of its Collateral consisting of one or more Securities, Partnership Interests and Limited Liability Company Interests and that it has sufficient interest in all of its Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement);
(ii) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligationobligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);
(iv) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder, partner, member or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance of this Agreement, (b) the validity or enforceability of this Agreement, (c) the perfection or enforceability of the Pledgee's security interest in the Collateral or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided herein;
(v) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor, or of the certificate or articles of incorporation, or by-laws of the Pledgor, or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement;
(vi) all of the Collateral (consisting of Securities, Limited Liability Company Interests or Partnership Interests) has been duly and validly issued and acquired, is fully paid and non-assessable and is subject to no options to purchase or similar rights;
(vii) each of the Pledged Notes constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generally, and by equitable principles (ii) equitable rules regardless of whether enforcement is sought in equity or principles affecting the enforcement of obligations generally, whether at law or in equity, or law);
(iiiviii) the exercise pledge and collateral assignment and possession by the Pledgee of the discretionary powers Collateral consisting of Certificated Securities and Pledged Notes pursuant to this Agreement creates a valid and perfected first priority security interest in such Certificated Securities and Pledged Notes, and the proceeds thereof, subject to no prior Lien or encumbrance or to any court before which may be brought agreement purporting to grant to any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relief.
(b) Pledgor represents and warrants that it is third party a Lien or will be before Commissioning (as such term is defined in encumbrance on the FPM Agreement) the owner property or assets of the Assets Pledgor which would include the Securities and has good the Pledgee is entitled to all the rights, priorities and marketable title benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction to the Assets, free and clear of all liens, perfect security interests and other encumbrances, except for those in favor respect of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.such Collateral; and
Appears in 1 contract
Samples: Pledge Agreement (Town Sports International Holdings Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants that:
: (a) The on the date of delivery to the Lender of any Borrower Bonds, neither the Issuer nor the Agent will have any right, title or interest in and to the Borrower Bonds (except the interest of the Agent as agent for the Lender); (b) the Pledgor has has, and on the date of delivery to the Lender of any Borrower Bonds will have, full corporate power power, authority and authority legal right to execute pledge all of its right, title and deliver interest in and perform its obligations under to such Borrower Bonds pursuant to this Agreement; (c) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable in accordance with its termsterms (subject, except as such enforcement may be limited by (i) applicable bankruptcyto enforceability, reorganizationto limitations resulting from Bankruptcy, insolvency, moratorium or insolvency and other similar laws affecting creditors' ’ rights generally, generally and principles of equity); (iid) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific performance and injunctive relief.
(b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreement) the owner creditors of the Assets Pledgor) and has good and marketable title to the Assetsno consent, free and clear of all lienslicense, security interests and other encumbrancespermit, except for those in favor of the Pledgee.
(c) Pledgor will not sellapproval or authorization of, leaseexemption by, transfer, exchange notice or otherwise dispose of the Assetsreport to, or any part thereofregistration, without the prior written consent of Pledgeefiling or declaration with, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, domestic or by any other person or entityforeign, is required to be obtained by the Pledgor in connection with the execution, delivery or will be necessary to permit performance of this Agreement; (e) the valid execution, delivery and performance by the Pledgor of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of any securities issued by the Pledgor, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon any of its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Agreement; and (f) the pledge, assignment and delivery of Borrower Bonds pursuant to this Agreement, and as provided in the Indenture, will create a valid first lien on and a first perfected security interest in all right, title or interest of the Pledgor in or to such Borrower Bonds, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Borrower Bonds. The Pledgor covenants and agrees that it will defend the Lender’s right, title and security interest in and to the Borrower Bonds and the proceeds thereof against the claims and demands of all persons whosoever; and covenants and agrees that it will have like title to and right to pledge any other instruments or agreements executed in connection herewithproperty at any time hereafter pledged to the Lender as collateral hereunder and will likewise defend the Lender’s right thereto and security interest therein. The Pledgor shall be deemed to have represented and warranted to the Lender on each date that a drawing is made under the Letter of Credit that the statements contained herein are true and correct.
Appears in 1 contract
Samples: Pledge and Security Agreement (Lifecore Biomedical Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor hereby represents, warrants and covenants that:
(ai) The Pledgor it is the legal, beneficial and record owner of, and has full corporate good and marketable title to, all Membership Interests pledged by it hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the Lien created by this Agreement;
(ii) it has all requisite power and authority to execute and deliver and perform its obligations under pledge all the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' ’ rights generallyand by equitable principles (regardless of whether enforcement is sought in equity or at law);
(iv) except to the extent already obtained or made, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific any stockholder, limited or general partner, member or creditor of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance and injunctive relief.
of this Agreement, (b) Pledgor represents and warrants that it is the validity or will be before Commissioning (as such term is defined in the FPM enforceability of this Agreement) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) except for the filing of UCC financing statements, the perfection or enforceability of the Administrative Agent’s security interest in the Collateral or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Administrative Agent of any of its rights or remedies provided herein;
(v) the execution, delivery and performance of this Agreement by the Pledgor has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of the Pledgor’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which the Pledgor is a party or affecting the Pledgor or the properties of the Pledgor or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Pledgor or its property is subject; or (c) violate any applicable Laws; except, in each case referred to in clause (b)(i), to the extent that such conflict or violation could not reasonably be expected to have a Material Adverse Effect;
(vi) [Reserved];
(vii) [Reserved];
(viii) it is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under the limited liability company agreement of the Borrower, and the Pledgor is not in violation of any other provision of such limited liability company agreement, or otherwise in default or violation thereunder; No Membership Interest is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against the Pledgor by any Person with respect thereto and as of the Closing Date, there are no certificates, instruments, documents or other writings (other than certificates, if any, delivered to the Administrative Agent) which evidence any of the Membership Interests;
(ix) the pledge and assignment of the Membership Interests pursuant to this Agreement, together with the relevant filings, consents or recordings (which filings, consents and recordings have been made or obtained), creates a valid, perfected and continuing first priority security interest in such Membership Interests and the proceeds thereof, subject to no other Lien or encumbrance or to any agreement purporting to grant to any third party a Lien or other encumbrance on such Membership Interests or proceeds thereof;
(x) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral and the Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereofnot, without the prior written consent of Pledgeethe Administrative Agent, and will not permit execute and, until the Termination Date (as hereinafter defined), allow there to be on file in any lienpublic office, security interest any enforceable financing statement or other encumbrance statements covering any or all of the Collateral, except financing statements filed or to attach to the Assets, or any part thereof, other than those be filed in favor of the Pledgee or those permitted by Pledgee in writing.Administrative Agent as secured party;
(dxi) No approvalit shall give the Administrative Agent prompt notice of any written claim relating to the Collateral and shall deliver to the Administrative Agent a copy of each other demand, consent notice or other document received by it which may adversely affect the Administrative Agent’s security interest in the Collateral promptly upon, but in any event within 10 days after, the Pledgor’ s receipt thereof;
(xii) it shall not withdraw as a member of the Borrower, or file or pursue or take any action which may, directly or indirectly, cause a dissolution or liquidation of or with respect to the Borrower or seek a partition of any property of the Borrower;
(xiii) as of the date of this Agreement, all of the Membership Interests are uncertificated and the Pledgor covenants and agrees that it will not approve any action by the stockholders and Pledgor or by any governmental authorityBorrower to convert such uncertificated interests into certificated interests;
(xiv) it will take no action which would have the effect of impairing the security interest of the Administrative Agent, or by any for the benefit of the Secured Parties, in the Collateral other person or entity, is or will be necessary to permit the valid execution, delivery and performance than as expressly permitted by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.Loan Documents; and
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor hereby represents, warrants and covenants that:
(ai) The Pledgor it is the legal, beneficial and record owner of, and has good and valid title to, the Pledged Stock and it has all rights in the Collateral necessary for the security interest purported to be created hereunder to attach (subject, in each case, to no pledge, lien, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement);
(ii) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligationobligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as such enforcement to the extent that the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generallyand by equitable principles (regardless of whether enforcement is sought in equity or at law);
(iv) except to the extent already obtained or made, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific any stockholder or creditor of the Pledgor or any Issuer) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required to be obtained by the Pledgor in connection with (A) the execution, delivery or performance of this Agreement, (B) the validity or enforceability of this Agreement, (C) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (D) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; provided, that any Person acquiring or proposing to acquire the voting securities of any Issuer may require prior approval from one or more Governmental Authorities having jurisdiction over natural gas companies.
(v) the execution, delivery and injunctive reliefperformance of this Agreement will not violate any provision of any applicable Law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or Governmental Authority, domestic or foreign, applicable to the Pledgor, or of the certificate of incorporation, operating agreement, limited liability company agreement, partnership agreement or by-laws of the Pledgor or any Issuer or of any securities or other interests issued by the Pledgor or any Issuer, or of any mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which the Pledgor or any Issuer is a party or by which any of its assets may be bound and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or any Issuer except as contemplated by this Agreement;
(vi) the Pledged Stock has been duly and validly issued and acquired, is fully paid and non-assessable and is subject to no options to purchase or similar rights; and
(vii) the pledge and collateral assignment to the Collateral Agent of the Pledged Stock, together with continued possession by the Collateral Agent of any certificates, instruments, documents or other writings evidencing the Pledged Stock and/or the making of relevant filings or recordings and/or any other action required to be taken in accordance with Section 3.3 (all of which have been made or taken, as the case may be), creates in favor of the Collateral Agent a valid and perfected first and second priority security interest in such Collateral, subject to no prior Lien or encumbrance (other than any Permitted Lien) or to any agreement purporting to grant to any third party a Lien or encumbrance (other than any Permitted Lien) on the property or assets of the Pledgor which would include the Pledged Stock and the Collateral Agent is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant Law as enacted in any relevant jurisdiction to perfected security interests in respect of such Collateral.
(b) The Pledgor represents covenants and warrants agrees that it is or will be before Commissioning (defend the Collateral Agent's right, title and security interest in and to the Collateral against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Collateral Agent as such term is defined in Collateral hereunder and will likewise defend the FPM Agreement) the owner right thereto and security interest therein of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the PledgeeCollateral Agent.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.
Appears in 1 contract
Samples: Stock Pledge Agreement (Southern Star Central Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants thatas follows:
(a) The Pledgor has full corporate power is a [______________] duly organized, validly existing and authority to execute and deliver and perform its obligations in good standing under this Agreement and this Agreement is the Pledgor's valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relief.
(b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreement) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid [______________]. The execution, delivery and performance by the Pledgor of this Agreement (i) are within the Pledgor's [______________] powers and have been duly authorized by all necessary [______________] action, (ii) do not contravene the Pledgor's constitutional documents or any law or any contractual restriction binding on or affecting the Pledgor, (iii) do not require any authorization or approval (including exchange control approval) or other action by, or any notice to or filing with, any governmental authority and (iv) except for the liens created by this Agreement, do not result in or require the creation or imposition of any lien upon or with respect to any of the properties or assets of the Pledgor or the Company. This Agreement is the legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except as (i) the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and (ii) rights of acceleration, if applicable, and the availability of equitable remedies may be limited to equitable principles of general applicability (regardless of whether enforcement is sought in equity or at law).
(b) There is no tax, levy, impost, deduction, charge or withholding imposed by the jurisdiction of formation of the Pledgor either (i) on or by virtue of the execution, delivery or performance of this Agreement or any other instruments document to be furnished hereunder or agreements executed (ii) on any payment to be made by the Pledgor pursuant to this Agreement.
(c) The Pledged Shares have been duly authorized and validly issued and are fully paid and non-assessable; the Pledgor is the legal and beneficial owner of the Pledged Shares free and clear of any lien, security interest, option or other charge or encumbrance or preferential arrangement except for the security interest created by this Agreement. The pledge of the Pledged Shares pursuant to this Agreement creates a valid and duly perfected first priority pledge of and security interest in connection the Pledged Shares, securing the payment and performance of the Obligations and performance and observance of all agreements, covenants and provisions contained in this Agreement.
(d) The Pledged Shares constitute the only issued and outstanding shares of stock of the Company, are common stock, have been duly authorized, are fully paid and non-assessable, are legally and beneficially owned and registered on the books of the Company as owned by the Pledgor, and evidenced by the certficate(s) delivered to the Pledgee herewith.
(e) The statements contained in Preliminary Statements (1) - (6) hereof are true, correct and complete.
(f) If an Event of Default shall have occurred and be continuing, at the written request of the Pledgee, the Pledgor agrees to cause its Pledged Shares to be duly registered on the books of the Company in the name of the Pledgee or as otherwise directed in writing by the Pledgee.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor hereby represents, warrants and covenants that:
(ai) The Pledgor it is the legal, beneficial and record owner of, and has good and marketable title to, all of its Collateral consisting of one or more Securities, Partnership Interests and Limited Liability Company Interests and that it has sufficient interest in all of its Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement);
(ii) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except as such enforcement to the extent that the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generallygenerally and by general equitable principles (regardless of whether enforcement is sought in equity or at law);
(iv) except to the extent already obtained or made, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific any stockholder, partner, member or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance and injunctive relief.
of this Agreement by the Pledgor, (b) the validity or enforceability of this Agreement against the Pledgor represents and warrants that it is or will be before Commissioning (except as such term is defined set forth in the FPM Agreementclause (iii) above), (c) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor perfection or enforceability of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, 's security interest in the Collateral or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approvalexcept for compliance with or as may be required by applicable laws, consent the exercise by the Pledgee of any of its rights or remedies provided herein;
(v) all of the Collateral (consisting of Securities, Limited Liability Company Interests and Partnership Interests) has been duly and validly issued, is fully paid and non-assessable and is subject to no options to purchase or similar rights;
(vi) the pledge, collateral assignment and delivery to the Pledgee of the Collateral consisting of Certificated Securities pursuant to this Agreement creates a valid and perfected first priority security interest in such Certificated Securities, and the proceeds thereof, subject to no prior Lien or encumbrance or to any agreement purporting to grant to any third party a Lien or encumbrance on the property or assets of the Pledgor which would include the Securities (other than the liens and security interests permitted under the Secured Debt Agreements then in effect) and the Pledgee is entitled to all the rights, priorities and benefits afforded by the UCC or other action by the stockholders and Pledgor or by relevant law as enacted in any governmental authority, or by any other person or entity, is or will be necessary relevant jurisdiction to permit the valid execution, delivery and performance by the Pledgor perfect security interests in respect of this Agreement or any other instruments or agreements executed in connection herewith.such Collateral; and
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor hereby represents, warrants and covenants that:
(ai) The Pledgor it is the legal, beneficial and record owner of, and has good and marketable title to, all Collateral consisting of Pledged Stock and it has all rights in the Collateral necessary for the security interest purported to be created hereunder to attach (subject, in each case, to no pledge, lien, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement);
(ii) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except as such enforcement to the extent that the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generallyand by equitable principles (regardless of whether enforcement is sought in equity or at law);
(iv) except to the extent already obtained or made, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific any stockholder, partner, member or creditor of the Pledgor or the Issuer) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance of this Agreement, (b) the validity or enforceability of this Agreement, (c) the perfection or enforceability of the Pledgee's security interest in the Collateral or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided herein;
(v) the execution, delivery and injunctive reliefperformance of this Agreement will not violate any provision of any applicable Law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or Governmental Authority, domestic or foreign, applicable to the Pledgor, or of the certificate of incorporation, operating agreement, limited liability company agreement, partnership agreement or by-laws of the Pledgor or of any securities or other interests issued by the Pledgor or the Issuer, or of any mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which the Pledgor or the Issuer is a party or by which any of its assets may be bound and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or the Issuer except as contemplated by this Agreement;
(vi) all of the Collateral consisting of Pledged Stock has been duly and validly issued and acquired, is fully paid and non-assessable and is subject to no options to purchase or similar rights (other than pursuant to the Option Agreement); and
(vii) the pledge and collateral assignment to the Pledgee of the Collateral consisting of Pledged Stock, together with continued possession by the Pledgee of any certificates, instruments, documents or other writings evidencing the Pledged Stock and/or the making of relevant filings or recordings and/or any other action required to be taken in accordance with Section 3.3 (all of which have been made or taken, as the case may be), creates in favor of the Pledgee a valid and perfected first priority security interest in such Collateral, and the proceeds thereof, in each case, for the benefit of the holders of the Tranche A Secured Obligations and a valid and perfected second priority security interest in such Collateral and the proceeds thereof, in each case for the benefit of the holders of the Tranche B Secured Obligations, subject to no prior Lien or encumbrance (other than any Permitted Lien that is a non-consensual lien arising by operation of law, and the Option Agreement) or to any agreement purporting to grant to any third party a Lien or encumbrance (other than any Permitted Lien that is a non-consensual lien arising by operation of law) on the property or assets of the Pledgor which would include the Pledged Stock and the Pledgee is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant law as enacted in any relevant jurisdiction to perfected security interests in respect of such Collateral.
(b) The Pledgor represents covenants and warrants agrees that it is or will be before Commissioning (as such term is defined defend the Pledgee's right, title and security interest in and to the FPM Agreement) Collateral and the owner proceeds thereof against the claims and demands of all persons whomsoever; and the Assets Pledgor covenants and has good and marketable agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Assets, free Pledgee as Collateral hereunder and clear of all liens, will likewise defend the right thereto and security interests and other encumbrances, except for those in favor interest therein of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.
Appears in 1 contract
Samples: Stock Pledge Agreement (Pg&e Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby representsrepresents and warrants to, warrants and/or covenants and covenants thatagrees with, the Agent as follows:
(a) 5.1 the Pledgor is duly organized and validly existing in good standing under the laws of the State of Delaware and is in good standing as a foreign corporation in all jurisdictions where the nature of its properties or business requires it to be qualified. The Pledgor has full the corporate power to own its properties and authority carry on its business as now being conducted, to execute and execute, deliver and perform its obligations under this Pledge Agreement and to pledge to the Agent and to grant to the Agent a security interest in the Collateral;
5.2 the execution, delivery and performance of this Pledge Agreement is and the pledge to the Agent and the grant to the Agent of a security interest in the Collateral (i) have been duly authorized by all necessary corporate action on the part of the Pledgor's , (ii) will not violate, or involve the Agent or any of the Purchasers in a violation of, any provision of any law or regulation or any order of any governmental authority or any judgment of any court applicable to the Pledgor or its properties and assets, (iii) will not violate any provision of the Certificate of Incorporation or By-Laws of the Pledgor or any indenture, any agreement for borrowed money, any bond, note or other similar instrument or any other material agreement to which the Pledgor is a party or by which the Pledgor or any of its property is bound or affected, (iv) will not be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement for borrowed money, bond, note, instrument or other agreement, and (v) will not result in the creation, or imposition of any lien, charge or encumbrance of any nature whatsoever upon any property or assets of the Pledgor other than pursuant to this Pledge Agreement;
5.3 this Pledge Agreement constitutes the legal, valid and binding obligationobligation of the Pledgor, enforceable in accordance with its terms, except as such enforcement may be limited by subject (i) as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or insolvency and other laws affecting creditors' creditors rights generallygenerally and to moratorium laws from time to time in effect, and (ii) to general equitable rules or principles affecting principles;
5.4 the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise Pledged Securities represent all of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance issued and injunctive relief.
(b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreement) the owner outstanding shares of the Assets capital stock of MIC, all of which are owned beneficially and of record by the Pledgor;
5.5 the Pledgor has good and marketable title to the Assets, free and clear of all Collateral;
5.6 the Collateral is not subject to any other liens, security interests or encumbrances;
5.7 the Pledgor has the right to pledge and other to grant the security interest in the Collateral free of any encumbrances, except for those and without the consent of the creditors of the Pledgor or any other person or any governmental authority whatsoever;
5.8 there is no material pending legal or governmental proceeding to which the Pledgor is a party or to which any of its properties is subject, which proceeding will materially affect (i) the Pledgor s ability to perform its obligations hereunder or (ii) the Collateral;
5.9 this Pledge Agreement creates in favor of the Pledgee.Agent a valid, binding and enforceable security interest in, and lien upon, all right, title and interest of the Pledgor in the Collateral and, upon delivery of the Collateral to the Agent, the Agent will have a fully perfected first and prior security interest in and lien upon all right, title and interest of the Pledgor in the Collateral; and
(c) 5.10 the Pledgor will not sell, lease, transfer, exchange create or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit to exist any lien, security interest or other encumbrance to attach to on the Assets, or any part thereof, other than those in favor of the Pledgee or those Collateral except as permitted by Pledgee in writingthis Agreement.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor hereby represents, warrants and covenants that:
(ai) The Pledgor it is the legal, beneficial and record owner of, and has good and marketable title to, all of its Collateral consisting of one or more Securities, Partnership Interests and Limited Liability Company Interests and that it has sufficient interest in all of its Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement);
(ii) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except as such enforcement to the extent that the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws affecting creditors' ’ rights generallygenerally and by general equitable principles (regardless of whether enforcement is sought in equity or at law);
(iv) except to the extent already obtained or made, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific any stockholder, partner, member or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance and injunctive relief.
of this Agreement by the Pledgor, (b) the validity or enforceability of this Agreement against the Pledgor represents and warrants that it is or will be before Commissioning (except as such term is defined set forth in the FPM Agreementclause (iii) above), (c) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor perfection or enforceability of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, ’s security interest in the Collateral or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approvalexcept for compliance with or as may be required by applicable laws, consent the exercise by the Pledgee of any of its rights or remedies provided herein;
(v) all of the Collateral (consisting of Securities, Limited Liability Company Interests and Partnership Interests) has been duly and validly issued, is fully paid and non-assessable and is subject to no options to purchase or similar rights;
(vi) the pledge, collateral assignment and delivery to the Pledgee of the Collateral consisting of Certificated Securities pursuant to this Agreement creates a valid and perfected first priority security interest in such Certificated Securities, and the proceeds thereof, subject to no prior Lien or encumbrance or to any agreement purporting to grant to any third party a Lien or encumbrance on the property or assets of the Pledgor which would include the Securities (other than the liens and security interests permitted under the Secured Debt Agreements then in effect) and the Pledgee is entitled to all the rights, priorities and benefits afforded by the UCC or other action by the stockholders and Pledgor or by relevant law or, with respect to any governmental authorityMaterial Foreign Subsidiaries, or by under any other person or entity, is or will be necessary applicable foreign law as enacted in any relevant jurisdiction to permit the valid execution, delivery and performance by the Pledgor perfect security interests in respect of this Agreement or any other instruments or agreements executed in connection herewith.such Collateral; and
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants that:
that (a) The it is the legal record and beneficial owner of, and has good and indefeasible title to, the Pledged Stock described herein as being owned by it, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the lien and security interest created by this Agreement; (b) Pledgor owns 100% of the issued and outstanding capital stock of Temco Fireplace Products, Inc.; (c) it has full corporate power power, authority and legal right to pledge the Pledged Stock pledged by it pursuant to this Agreement; (d) all the shares of the Pledged Stock pledged by it have been duly validly issued, are fully paid and non-assessable; (e) no consent of any other party (including, without limitation, any creditor of the Pledgor or the Subsidiary) and no order, consent, license, permit, approval, validation or authorization of, exemption by, notice to or registration, recording, filing or declaration with, any governmental or public body or authority is required to execute and deliver and perform its obligations under be obtained by the Pledgor in connection with the execution, delivery or performance of this Agreement and this Agreement is the Pledgor's valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise consummation of the discretionary powers of any court before which may be brought any proceeding seeking equitable remediestransactions contemplated hereby, including, without limitation, specific performance the exercise by the Lender of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement; and injunctive relief.
(bf) the pledge, assignment and delivery of such Pledged Stock pursuant to this Agreement creates a valid first lien on and a first perfected security interest in such shares of the Pledged Stock, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of such Pledgor represents which would include the Pledged Stock. Pledgor covenants and warrants agrees that it is or will be before Commissioning (as such term is defined defend Lender's right, title and security interest in and to the FPM Agreement) Pledged Stock and the owner proceeds thereof against the claims and demands of the Assets all persons whomsoever; and has good covenants and marketable agrees that it will have like title to the Assetsand right to pledge any other property which at any time hereafter may be pledged to Lender as Collateral hereunder and will likewise defend Lender's right thereto and security interest therein; and covenants and agrees that it will not, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or with respect to any part thereofCollateral, without the prior written consent of Pledgeethe Lender, and will not permit enter into any lienshareholder agreements, security interest or other encumbrance to attach to the Assetsvoting agreements, or any part thereofvoting trusts, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approvaltrust deeds, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement irrevocable proxies or any other instruments similar agreements or agreements executed in connection herewithinstruments.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, warrants and covenants thatto and in favour of the Pledgee that in connection with this agreement and the Indemnity Agreement:
(a) The Pledgor it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has full the corporate power and authority capacity to execute own its properties and deliver assets and perform to carry on its obligations under this Agreement and this Agreement is the Pledgor's valid and binding obligation, enforceable in accordance with its terms, except business as such enforcement may be limited presently carried on by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relief.it;
(b) it has the corporate power and capacity to enter into this Agreement and the Indemnity Agreement and to do all acts and things as are required or contemplated hereunder and thereunder to be done, observed and performed by it;
(c) it and IHC have, as the case may be, taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the Indemnity Agreement including the transfer of the Shares to the Pledgee as contemplated hereby;
(d) there are no agreements which restrict, in whole or in part, the powers of the directors of the Pledgor represents to manage or supervise the business and warrants that it is or will be before Commissioning affairs of the Pledgor;
(as such term is defined in the FPM Agreemente) the owner entering into of this Agreement and the Indemnity Agreement and the performance by the Pledgor of its obligations hereunder and thereunder does not and will not contravene, breach or result in any default under the articles, by-laws, constating documents or other organizational documents of the Assets Pledgor, or under any applicable law or regulation, or under any applicable official directive, order, judgment or decree of any governmental body or court, or under any mortgage, lease, agreement or other legally binding instrument, license or permit to which the Pledgor is a party or by which the Pledgor or any of its properties or assets may be bound and will not result in or permit the acceleration of the maturity of any indebtedness, liability or obligation of the Pledgor under any mortgage, lease, agreement or other legally binding instrument of or affecting the Pledgor;
(f) no authorization, consent or approval of, or filing with or notice to, any Person is required in connection with the execution, delivery or performance of this Agreement or the Indemnity Agreement by the Pledgor;
(g) this Agreement and the Indemnity Agreement constitute a legal, valid and binding obligation of the Pledgor enforceable against it in accordance with their terms;
(h) the Shares are duly and validly issued, fully paid and non-assessable and have been duly and validly pledged hereunder in accordance with law, and the Pledgor warrants and covenants to defend the Pledgee's right, security interest and special property in and to the Shares against the claims and demands of all persons whomsoever;
(i) the Pledgor is the exclusive legal and beneficial owner of, and has good and marketable title to to, all of the Assets, Shares free and clear of all claims, liens, security interests and other encumbrances, encumbrances (except for those any other security in favor favour of the Pledgee.), and the Pledgor has the unfettered legal right to pledge and assign the Shares in accordance with the terms and conditions hereof; and
(cj) Pledgor will not sellno person, lease, transfer, exchange firm or otherwise dispose corporation has any right to acquire any of the Assets, Shares nor any treasury shares or any part thereof, without securities in the prior written consent capital of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor IHC. All of the Pledgee or those permitted by Pledgee in writing.
(d) No approvalforegoing representations, consent or other action by warranties and agreements made herein shall survive the stockholders execution and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or and shall be deemed to be continuously made hereunder so long as any other instruments or agreements executed in connection herewithof the Obligations remains outstanding.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. i) The Pledgor hereby represents, warrants and covenants that:
(ai) The Pledgor it is the legal, beneficial and record owner of, and has good and valid title to, all Collateral consisting of Pledged Stock and it has all rights in the Collateral necessary for the security interest purported to be created hereunder to attach (subject, in each case, to no pledge, lien, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement);
(ii) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except as such enforcement to the extent that the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generallyand by equitable principles (regardless of whether enforcement is sought in equity or at law);
(iv) except to the extent already obtained or made, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific any stockholder or creditor of the Pledgor or the Utility) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance and injunctive reliefof this Agreement, (b) the validity or enforceability of this Agreement, (c) the perfection or enforceability of the Collateral Agent's security interest in the Collateral or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Collateral Agent of any of its rights or remedies provided herein; provided, that any Person acquiring the voting securities of the Utility or Newco may require prior approval from one or more Governmental Authorities having jurisdiction over public utilities.
(b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreementv) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance of this Agreement will not violate any provision of any applicable Law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or Governmental Authority, domestic or foreign, applicable to the Pledgor, or of the certificate of incorporation, operating agreement, limited liability company agreement, partnership agreement or by-laws of the Pledgor or the Utility or of any securities or other interests issued by the Pledgor or the Utility, or of any mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which the Pledgor or the Utility is a party or by which any of its assets may be bound and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or the Utility except as contemplated by this Agreement Agreement;
(vi) all of the Collateral consisting of Pledged Stock has been duly and validly issued and acquired, is fully paid and non-assessable and is subject to no options to purchase or similar rights; and
(vii) the pledge and collateral assignment to the Collateral Agent of the Collateral consisting of Pledged Stock, together with continued possession by the Collateral Agent of any certificates, instruments, documents or other writings evidencing the Pledged Stock and/or the making of relevant filings or recordings and/or any other instruments action required to be taken in accordance with Section 3.4 (all of which have been made or agreements executed taken, as the case may be), creates in connection herewithfavor of the Collateral Agent a valid and perfected first and second priority security interest in such Collateral, and the proceeds thereof, subject to no prior Lien or encumbrance (other than any Permitted Lien that is a non-consensual lien arising by operation of law) or to any agreement purporting to grant to any third party a Lien or encumbrance (other than any Permitted Lien that is a non-consensual lien arising by operation of law) on the property or assets of the Pledgor which would include the Pledged Stock and the Collateral Agent is entitled to all the rights, priorities and benefits afforded by the Uniform Commercial Code or other relevant Law as enacted in any relevant jurisdiction to perfected security interests in respect of such Collateral.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor hereby represents, warrants and covenants as to itself and each of its Subsidiaries that:
(ai) The Pledgor it is the legal, beneficial and record owner of, and has good and marketable title to, all of its Collateral and that it has sufficient interest in all of its Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement);
(ii) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except as such enforcement to the extent that the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generallygenerally and by general equitable principles (regardless of whether enforcement is sought in equity or at law);
(iv) except to the extent already obtained or made, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific any stockholder, partner, member or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance and injunctive relief.
of this Agreement by the Pledgor, (b) the validity or enforceability of this Agreement against the Pledgor represents and warrants that it is or will be before Commissioning (except as such term is defined set forth in the FPM Agreementclause (iii) above), (c) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor perfection or enforceability of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, 's security interest in the Pledgor's Collateral or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approvalexcept for compliance with or as may be required by applicable laws, consent the exercise by the Pledgee of any of its rights or remedies provided herein;
(v) all of the Pledgor's Collateral has been duly and validly issued, is fully paid and non-assessable and is subject to no options to purchase or similar rights;
(vi) the pledge, collateral assignment and delivery to the Pledgee of the Pledgor's Collateral consisting of Certificated Securities pursuant to this Agreement creates a valid and perfected first priority security interest in such Certificated Securities, and the proceeds thereof, subject to no prior Lien or encumbrance or to any agreement purporting to grant to any third party a Lien or encumbrance on the property or assets of the Pledgor which would include the Securities (other than the liens and security interests permitted under the Secured Debt Agreements then in effect) and the Pledgee is entitled to all the rights, priorities and benefits afforded by the UCC or other action by the stockholders and Pledgor or by relevant law as enacted in any governmental authority, or by any other person or entity, is or will be necessary relevant jurisdiction to permit the valid execution, delivery and performance by the Pledgor perfect security interests in respect of this Agreement or any other instruments or agreements executed in connection herewith.such Collateral; and
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants that:
that (a) The Pledgor it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Securities pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement); (b) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Securities pledged by it pursuant to this Agreement; (c) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligationobligation of the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (d) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (i) the execution, delivery or performance of this Agreement, (ii) the validity or enforceability of this Agreement, (iii) the perfection or enforceability of the Pledgee’s security interest in the Collateral or (iv) except for compliance with or as may be required by applicable securities laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, the exercise by the Pledgee of any of its rights or remedies provided herein; (e) the execution, delivery and performance of this Agreement by the Pledgor does not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign or of the certificate of incorporation or by–laws of the Pledgor, or of any securities issued by the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (f) all the shares of the Stock have been duly and validly issued, are fully paid and nonassessable and are subject to no options to purchase or similar rights; (g) each of the Pledged Notes to the extent issued by the Pledgor or any of its Subsidiaries constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' ’ rights generally, and by equitable principles (ii) equitable rules regardless of whether enforcement is sought in equity or principles affecting the enforcement of obligations generally, whether at law or in equity, or law); and (iiih) the exercise pledge, collateral assignment and delivery to the Pledgee of the discretionary powers Securities (other than uncertificated securities) pursuant to this Agreement creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of any court before the Pledgor which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance would include the Stock. The Pledgor covenants and injunctive relief.
(b) Pledgor represents and warrants agrees that it is or will be before Commissioning (as such term is defined defend the Pledgee’s right, title and security interest in and to the FPM Agreement) Securities and the owner proceeds thereof against the claims and demands of all persons whomsoever; and the Assets Pledgor covenants and has good and marketable agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, Pledgee as Collateral hereunder and will not permit any lien, likewise defend the right thereto and security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor therein of the Pledgee or those permitted by Pledgee in writingand the Secured Creditors.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, warrants and covenants that:
: (ai) The Pledgor it is the legal, beneficial and record owner of, and has good and marketable title to, all Collateral consisting of Pledged Stock and it has all rights in the Collateral necessary for the security interest purported to be created hereunder to attach (subject, in each case, to no pledge, lien, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement); (ii) it has full corporate power power, authority and authority legal right to execute pledge all the Collateral pledged by it pursuant to this Agreement; (iii)this Agreement has been duly authorized, executed and deliver delivered by the Pledgor and perform its obligations under this Agreement and this Agreement is the Pledgor's constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except as such enforcement to the extent that the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generallyand by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) except to the extent already obtained or made, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific any stockholder or creditor of the Pledgor or the Issuer) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance and injunctive relief.
of this Agreement, (b) Pledgor represents and warrants that it is the validity or will be before Commissioning enforceability of this Agreement, (as such term is defined in the FPM Agreementc) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor perfection or enforceability of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, 's security interest in the Collateral or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approvalexcept for compliance with or as may be required by applicable securities laws, consent or other action the exercise by the stockholders Pledgee of any of its rights or remedies provided herein; provided, that any Person acquiring the voting securities of the Issuer or Newco may require prior approval from the Federal Energy Regulatory Commission and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewithCalifornia Public Utilities Commission.
Appears in 1 contract
Samples: Utility Stock Pledge Agreement (35%)—new Tranche B Loan (Pg&e Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants that:
that (a) The Pledgor it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Securities pledged by it hereunder, subject to no Lien (except the Lien created by this Agreement); (b) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Securities pledged by it pursuant to this Agreement; (c) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligationobligation of the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (d) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (i) the execution, delivery or performance of this Agreement, (ii) the validity or enforceability of this Agreement, (iii) the perfection or enforceability of the Pledgee's security interest in the Collateral or (iv) except for compliance with or as may be required by applicable securities laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, the exercise by the Pledgee of any of its rights or remedies provided herein; (e) the execution, delivery and performance of this Agreement by the Pledgor does not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign or of the certificate of incorporation or by-laws of the Pledgor, or of any securities issued by the Pledgor or any of its Subsidiaries, or of any material mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (f) all the shares of the Stock have been duly and validly issued, are fully paid and nonassessable and are subject to no options to purchase or similar rights; (g) each of the Pledged Notes to the extent issued by the Pledgor or any of its Subsidiaries constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generally, and by equitable principles (ii) equitable rules regardless of whether enforcement is sought in equity or principles affecting the enforcement of obligations generally, whether at law or in equity, or law); and (iiih) the exercise pledge, collateral assignment and delivery to the Pledgee of the discretionary powers Securities (other than uncertificated securities) pursuant to this Agreement creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of any court before the Pledgor which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance would include the Stock. The Pledgor covenants and injunctive relief.
(b) Pledgor represents and warrants agrees that it is or will be before Commissioning (as such term is defined defend the Pledgee's right, title and security interest in and to the FPM Agreement) Securities and the owner proceeds thereof against the claims and demands of all persons whomsoever; and the Assets Pledgor covenants and has good and marketable agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, Pledgee as Collateral hereunder and will not permit any lien, likewise defend the right thereto and security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor therein of the Pledgee or those permitted by Pledgee in writingand the Secured Creditors.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, warrants and covenants that:
: (ai) The Pledgor it is the legal, beneficial and record owner of, and has good and marketable title to, all Collateral consisting of Pledged Stock and it has all rights in the Collateral necessary for the security interest purported to be created hereunder to attach (subject, in each case, to no pledge, lien, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement); (ii) it has full corporate power power, authority and authority legal right to execute pledge all the Collateral pledged by it pursuant to this Agreement; (iii)this Agreement has been duly authorized, executed and deliver delivered by the Pledgor and perform its obligations under this Agreement and this Agreement is the Pledgor's constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except as such enforcement to the extent that the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generallyand by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) except to the extent already obtained or made, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific any stockholder or creditor of the Pledgor or the Issuer) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance and injunctive relief.
of this Agreement, (b) Pledgor represents and warrants that it is the validity or will be before Commissioning enforceability of this Agreement or (as such term is defined in the FPM Agreementc) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor perfection or enforceability of the Pledgee.
's security interest in the Collateral; (cv) Pledgor the execution, delivery and performance of this Agreement will not sellviolate any provision of any applicable Law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or Governmental Authority, domestic or foreign, applicable to the Pledgor, or of the certificate of incorporation, operating agreement, limited liability company agreement, partnership agreement or by-laws of the Pledgor or of any securities or other interests issued by the Pledgor or the Issuer, or of any mortgage, deed of trust, indenture, lease, transferloan agreement, exchange credit agreement or otherwise dispose other material contract, agreement or instrument or undertaking to which the Pledgor or the Issuer is a party or by which any of the Assets, or any part thereof, without the prior written consent of Pledgee, its assets may be bound and will not permit result in the creation or imposition of (or the obligation to create or impose) any lienlien or encumbrance on any of the assets of the Pledgor or the Issuer except as contemplated by this Agreement; (vi) all of the Collateral consisting of Pledged Stock has been duly and validly issued and acquired, security interest is fully paid and non-assessable and is subject to no options to purchase or similar rights; and (vii)the pledge and collateral assignment to the Pledgee of the Collateral consisting of Pledged Stock, together with continued possession by the Pledgee of any certificates, instruments, documents or other encumbrance writings evidencing the Pledged Stock and/or the making of relevant filings or recordings and/or any other action required to attach to be taken in accordance with Section 3.2 (all of which have been made or taken, as the Assetscase may be), or any part thereof, other than those creates in favor of the Pledgee a valid and perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior Lien or those permitted encumbrance (other than any Permitted Lien that is a non-consensual lien arising by Pledgee in writing.
operation of law) or to any agreement purporting to grant to any third party a Lien or encumbrance (d) No approvalother than any Permitted Lien that is a non-consensual lien arising by operation of law, consent or and other action than the Lien created by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Utility Stock Pledge Agreement or any other instruments or agreements executed in connection herewith.(65%) -
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor hereby represents, warrants and covenants that:
(ai) The Pledgor it is the legal, beneficial and record owner of, and has good and valid title to, all Collateral consisting of one or more Securities and that it has sufficient interest in all Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created by this Agreement);
(ii) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Collateral pledged by it pursuant to this Agreement;
(iii) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligationobligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);
(iv) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance of this Agreement, (b) the validity or enforceability of this Agreement (except as set forth in clause (iii) above), (c) the perfection or enforceability of the Pledgee's security interest in the Collateral or (d) the exercise by the Pledgee of any of 133 its rights or remedies provided herein, except as may be required in connection with the disposition of the Securities by laws affecting the offering and sale of securities generally.
(v) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor, or of the certificate of incorporation, operating agreement, limited liability company agreement or by-laws of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement (other than the Liens created by the Collateral Documents);
(vi) all of the Collateral (consisting of Securities, Limited Liability Company Interests or Partnership Interests) has been duly and validly issued, is fully paid and non-assessable and is subject to no options to purchase or similar rights;
(vii) each of the Pledged Notes constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generally, and by equitable principles (ii) equitable rules regardless of whether enforcement is sought in equity or principles affecting the enforcement of obligations generally, whether at law or in equity, or law); and
(iiiviii) the exercise pledge, collateral assignment and delivery to the Pledgee of the discretionary powers Collateral consisting of certificated securities pursuant to this Agreement creates a valid and perfected first priority security interest in such Securities, and the proceeds thereof subject to no prior Lien or encumbrance or to any court before which may be brought agreement purporting to grant to any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relief.
(b) Pledgor represents and warrants that it is third party a Lien or will be before Commissioning (as such term is defined in encumbrance on the FPM Agreement) the owner property or assets of the Assets Pledgor which would include the Securities (other than Permitted Liens) and has good the Pledgee is entitled to all the rights, priorities and marketable title benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction to the Assets, free and clear of all liens, perfect security interests and other encumbrances, except for those in favor respect of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.such Collateral; and
Appears in 1 contract
Samples: Credit Agreement (Ceres Group Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants that:
: (a) The it has, and on the date of delivery to the Agent of any Collateral will have, good and marketable title to the Collateral and full power, authority and legal right to pledge all of its right, title and interest in and to the Collateral pursuant to this Pledge Agreement; (b) this Pledge Agreement has been duly executed and delivered by the Pledgor has full corporate power and authority to execute and deliver and perform its obligations under this Agreement and this Agreement is the Pledgor's constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable in accordance with its terms, except as such enforcement may be limited by ; (ic) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific performance and injunctive relief.
(b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreement) the owner creditors of the Assets Pledgor) and has good and marketable title no consent, license, permit, approval or authorization of, exemption by, notice or report to the Assetsor registration, free and clear of all liensfiling or declaration with, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, domestic or by any other person or entityforeign, is required to be obtained by the Pledgor in connection with the execution, delivery or will be necessary to permit performance of this Pledge Agreement which has not been obtained; (d) the valid execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable Law, or of the articles of incorporation, certificate of organization or certificate of limited partnership (or equivalent thereof), as applicable; the bylaws, operating or limited liability company agreement or limited partnership agreement (or equivalent thereof), as applicable; or any equityholders agreement of any Company or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which either the Pledgor or any Company is a party or which purports to be binding upon the Pledgor or any Company or upon any of its or its respective assets and will not result in the creation or imposition of any Lien on any of the assets of the Pledgor or any Company except as contemplated by this Pledge Agreement; (e) there are no restrictions on the transferability of the Collateral to the Agent or with respect to the foreclosure and transfer thereof by the Pledgor Agent or, if there are any such restrictions, any and all restrictions on such transferability have been duly waived with respect to this assignment, transfer, pledge, and grant of this Agreement a security interest to the Agent and with respect to the foreclosure and transfer thereof by the Agent (or any necessary consents have been obtained); and (f) the pledge, assignment and delivery of such Collateral pursuant to this Pledge Agreement will create a valid first Lien on all right, title and interest of the Pledgor in or to such Collateral, and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien in the property or assets of the Pledgor which would include the Collateral. The Collateral is fully paid and nonassessable. The Pledgor covenants and agrees that it will defend the Agent’s right, title and Lien on the Collateral and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and the right to pledge any other instruments or agreements executed in connection herewithproperty at any time hereafter pledged to the Agent as collateral hereunder and will likewise defend the Agent’s right thereto and Lien thereon.
Appears in 1 contract
Samples: Credit Agreement (Universal Stainless & Alloy Products Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor hereby represents, warrants and covenants that:
(ai) The Pledgor it is, or at the time when pledged hereunder will be, the legal, beneficial and record owner of, and has (or will have) good and marketable title to, all Securities pledged by it hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement;
(ii) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Securities pledged by it pursuant to this Agreement; and
(iii) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generallyand by equitable principles (regardless of whether enforcement is sought in equity or at law);
(iv) except to the extent already obtained or made, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific any stockholder or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance and injunctive relief.
of this Agreement, (b) Pledgor represents and warrants that it is the validity or will be before Commissioning enforceability of this Agreement, (as such term is defined in the FPM Agreementc) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor perfection or enforceability of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, 's security interest in the Collateral or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approvalexcept for compliance with or as may be required by applicable securities laws, consent or other action the exercise by the stockholders and Pledgor Pledgee of any of its rights or by any governmental authority, or by any other person or entity, is or will be necessary to permit remedies provided herein;
(v) the valid execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor, or of the Certificate of Incorporation or By-Laws of the Pledgor or of any securities issued by the Pledgor of this Agreement or any of its Subsidiaries, or of any mortgage, indenture, lease, loan agreement, credit agreement or other instruments contract, agreement or agreements executed instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in connection herewith.the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all the shares of the Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights;
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby representsrepresents and warrants, warrants and covenants that:
so long as this Agreement is in effect, shall be deemed continuously to represent and warrant, that (a) The Pledgor it is the legal record and beneficial owner of, and has good and (subject to applicable securities laws) marketable title to, the Pledged Shares, subject to no lien or encumbrance whatsoever, except the lien created by this Agreement; (b) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Pledged Shares pursuant to this Agreement; (c) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable in accordance with its terms, except as such enforcement thereof may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium reorganization or other similar laws affecting enforcement of creditors' rights generally, generally and except as enforcement thereof is subject to general principles of equity (iiregardless of whether enforcement is considered in a proceeding in equity or at law); (d) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other person (including, without limitation, specific performance and injunctive relief.
(b) Pledgor represents and warrants that it is stockholders or will be before Commissioning (as such term is defined in the FPM Agreement) the owner creditors of the Assets Pledgor), and has good and marketable title to the Assetsno consent, free and clear of all lienslicense, security interests and other encumbrancespermit, except for those in favor of the Pledgee.
(c) Pledgor will not sellapproval or authorization of, leaseexemption by, transfer, exchange notice or otherwise dispose of the Assetsreport to, or any part thereofregistration, without the prior written consent of Pledgeefiling or declaration with, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, domestic or by any other person or entityforeign, is or will required to be necessary to permit obtained by the valid Pledgor in connection with the execution, delivery and performance by of this Agreement, other than those that have been obtained prior to the Pledgor date hereof and other than filings for disclosure purposes pursuant to the Securities Exchange Act of 1934; (e) the execution, delivery and performance of this Agreement will not violate any provisions of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate of incorporation or by-laws of Alpharma or of the Pledgor, or of any securities issued by the Pledgor, or of any mortgage, indenture, lease, contract, or other instruments agreement, instrument or agreements executed undertaking to which the Pledgor is a party, or which purports to be binding upon the Pledgor or upon any of its assets, and will not result in connection herewith.the creation or imposition of any lien or other encumbrance on any of the assets of the Pledgor except as contemplated by this Agreement; (f) all of the Pledged Shares have been duly and validly issued, are fully paid and non- assessable;
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants that:
: (a) The it has, and on the date of delivery to the Bank of any Collateral will have, good and marketable title to the Collateral and full power, authority and legal right to pledge all of its right, title and interest in and to the Collateral pursuant to this Pledge Agreement; (b) this Pledge Agreement has been duly executed and delivered by the Pledgor has full corporate power and authority to execute and deliver and perform its obligations under this Agreement and this Agreement is the Pledgor's constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable in accordance with its terms, except as such enforcement may be limited by ; (ic) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific performance and injunctive relief.
(b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreement) the owner creditors of the Assets Pledgor) and has good and marketable title no consent, license, permit, approval or authorization of, exemption by, notice or report to the Assetsor registration, free and clear of all liensfiling or declaration with, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, domestic or by any other person or entityforeign, is required to be obtained by the Pledgor in connection with the execution, delivery or will be necessary to permit performance of this Pledge Agreement which has not been obtained; (d) the valid execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable Law, or of the articles of incorporation, by-laws or any shareholders agreement of the Pledgor or any Corporation or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which either the Pledgor or any Corporation is a party or which purports to be binding upon the Pledgor or any Corporation or upon any of their respective assets and will not result in the creation or imposition of any Lien on any of the assets of the Pledgor except as contemplated by this Pledge Agreement; (e) there are no restrictions on the transferability of the Collateral to the Bank or with respect to the foreclosure and transfer thereof by the Pledgor Bank or, if there are any such restrictions, any and all restrictions on such transferability have been duly waived with respect to this assignment, transfer, pledge, and grant of this Agreement a security interest to the Bank and with respect to the foreclosure and transfer thereof by the Bank (or any necessary consents have been obtained); and (f) the pledge, assignment and delivery of such Collateral pursuant to this Pledge Agreement will create a valid first Lien on all right, title and interest of the Pledgor in or to such Collateral, and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien in the property or assets of the Pledgor which would include the Collateral other instruments or agreements executed in connection herewiththan Liens permitted under the Loan Agreement. The Collateral is fully paid and nonassessable. The Pledgor covenants and agrees that it will defend the Bank’s right, title and Lien on the Collateral and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and the right to pledge any other property at any time hereafter pledged to the Bank as collateral hereunder and will likewise defend the Bank’s right thereto and Lien thereon.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants that:
that (after giving effect to the transaction contemplated in the Securities Purchase Agreement consummated on the Closing Date) (a) The it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good title to, all Pledged Notes pledged by it hereunder, subject to no Lien (except the Lien created by this Note Pledge Agreement); (b) it has the requisite power, authority and legal right to pledge all the Notes pledged by it pursuant to this Note Pledge Agreement; (c) this Note Pledge Agreement has been duly authorized, executed and delivered by the Pledgor has full corporate power and authority to execute and deliver and perform its obligations under this Agreement and this Agreement is the Pledgor's constitutes a legal, valid and binding obligationobligation the Pledgor enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (d) no consent of any other party (including, any stockholder or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (i) the execution, delivery or performance of this Note Pledge Agreement, (ii) the validity or enforceability of this Note Pledge Agreement or (iii) the perfection or enforceability of the Collateral Agent’s security interest in the Pledged Notes; (e) the execution, delivery and performance of this Note Pledge Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Pledgor, or of the organizational or other organic governing documents of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, loan agreement, credit agreement or other contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Note Pledge Agreement; (f) each of the Notes to the extent issued by the Borrowers constitutes, or when executed by the Borrowers will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be by limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' ’ rights generally, and by equitable principles (ii) equitable rules regardless of whether enforcement is sought in equity or principles affecting the enforcement of obligations generally, whether at law or in equity, or law); (iiig) the exercise pledge, collateral assignment and delivery to the Collateral Agent of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance Notes pursuant to this Note Pledge Agreement creates a valid and injunctive relief.
(b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined perfected first priority Lien in the FPM AgreementNotes, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Notes; (h) on the date hereof the Pledged Notes consist of the promissory notes described in Annex A hereto; (i) the Pledgor is the holder of record and sole beneficial owner of the Assets Notes; (j) on the date hereof, the Pledgor owns no other Pledged Notes; and (k) on the date hereof, no Subsidiary has good made any advance, loan or other extension of credit (contingent or otherwise) to either Borrower. The Pledgor covenants and marketable agrees that it will defend the Collateral Agent’s right, title and security interest in and to the Notes and such proceeds thereof against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Assets, free Collateral Agent as Pledged Notes hereunder and clear of all liens, will likewise defend the right thereto and security interests and other encumbrances, except for those in favor interest therein of the PledgeeCollateral Agent.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.
Appears in 1 contract
Samples: Securities Purchase Agreement (Olympus Pacific Minerals Inc)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, warrants and covenants that:
(a) The Pledgor has full corporate power represents and authority warrants to execute and deliver and perform its obligations under this Agreement and this Agreement is the Pledgor's valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by Pledgees that:
(i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relief.
(b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreement) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid The execution, delivery and performance by the Pledgor of this Agreement Pledge: (a) does not and will not violate or conflict with any Applicable Law or other governmental requirement; and (b) do not and will not breach or violate any of the provisions of, and will not result in a default by the Pledgor under, any other agreement, instrument or document to which the Pledgor is a party or by which the Pledgor is bound;
(ii) Except as may have been given or obtained, no notice to or consent or approval of any Governmental Body or other person whatsoever is required in connection with the execution, delivery or performance by the Pledgor of this Pledge;
(iii) This Pledge is the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms;
(iv) The Pledgor is the sole shareholder of Wellspring and is the sole owner of all of the issued and outstanding Shares; and
(v) The Pledgor is the record and beneficial owner of the Shares, and except for the security interests granted to the Pledgees hereunder and the Lien of Atlantic Bank of New York under the Pledge Agreement, of even date between the Pledgor and Atlantic Bank of New York none of the Shares are subject to any Lien.
(b) The Pledgor covenants and agrees that it will not directly or indirectly, (other than pursuant to this Pledge):
(i) Make, create, incur, assume or permit any Lien of any nature in, to or against any part of the Shares;
(ii) Assign, pledge or in any way transfer or encumber any economic interest in and to any part of the Shares, including, without limitation, the right to receive any income, capital, or other distribution or proceeds from any part of the Shares;
(iii) Sell, transfer, exchange, redeem, retire, abandon or otherwise dispose of, surrender control of any portion of the Shares;
(iv) Cause or permit the issuance, transfer, sale or grant of an interest in, dispose of, or surrender control in any of the authorized shares of Wellspring;
(v) Cause or permit a change in the capitalization or structure of Wellspring, or issue or sell stock or other securities or stock options, warrants or obligations convertible into such stock or securities of Wellspring;
(vi) Cause or consent to any supplement, modification or amendment to, or any waiver of any term or provisions of, any stock certificate, instrument, contract, pledge, or other intangible included in the Shares;
(vii) Enter into any member's agreement, shareholder's agreement, voting trust or similar agreement or arrangement, or any amendment thereto or waiver thereof, or any other instruments restriction or agreements executed limitation in connection herewithany way respecting assignability, transferability or any voting, dividend, distribution or other ownership right with respect to any of the Shares; or
(viii) Offer or agree to do or cause or assist the inception or continuation of any of the foregoing.
(c) The Guarantor further covenants and agrees that it will maintain complete and accurate books and records with respect to the Shares and permit the Pledge Agent, upon reasonable notice and at all reasonable times, to inspect and copy all such books and records.
Appears in 1 contract
Samples: Stock Pledge Agreement (American Vantage Companies)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, warrants and covenants that:
: (ai) The Pledgor it is the legal, beneficial and record owner of, and has good and marketable title to, all Collateral consisting of Pledged Stock and it has all rights in the Collateral necessary for the security interest purported to be created hereunder to attach (subject, in each case, to no pledge, lien, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement); (ii) it has full corporate power power, authority and authority legal right to execute pledge all the Collateral pledged by it pursuant to this Agreement; (iii)this Agreement has been duly authorized, executed and deliver delivered by the Pledgor and perform its obligations under this Agreement and this Agreement is the Pledgor's constitutes a legal, valid and binding obligation, obligation of the Pledgor enforceable against the Pledgor in accordance with its terms, except as such enforcement to the extent that the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generallyand by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) except to the extent already obtained or made, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific any stockholder or creditor of the Pledgor or the Issuer) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance and injunctive relief.
of this Agreement, (b) Pledgor represents and warrants that it is the validity or will be before Commissioning enforceability of this Agreement or (as such term is defined in the FPM Agreementc) the owner of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor perfection or enforceability of the Pledgee.
's security interest in the Collateral; (cv) Pledgor the execution, delivery and performance of this Agreement will not sellviolate any provision of any applicable Law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or Governmental Authority, domestic or foreign, applicable to the Pledgor, or of the certificate of incorporation, operating agreement, limited liability company agreement, partnership agreement or by-laws of the Pledgor or of any securities or other interests issued by the Pledgor or the Issuer, or of any mortgage, deed of trust, indenture, lease, transferloan agreement, exchange credit agreement or otherwise dispose other material contract, agreement or instrument or undertaking to which the Pledgor or the Issuer is a party or by which any of the Assets, or any part thereof, without the prior written consent of Pledgee, its assets may be bound and will not permit result in the creation or imposition of (or the obligation to create or impose) any lienlien or encumbrance on any of the assets of the Pledgor or the Issuer except as contemplated by this Agreement; (vi) all of the Collateral consisting of Pledged Stock has been duly and validly issued and acquired, security interest is fully paid and non-assessable and is subject to no options to purchase or similar rights; and (vii)the pledge and collateral assignment to the Pledgee of the Collateral consisting of Pledged Stock, together with continued possession by the Pledgee of any certificates, instruments, documents or other encumbrance writings evidencing the Pledged Stock and/or the making of relevant filings or recordings and/or any other action required to attach to be taken in accordance with Section 3.2 (all of which have been made or taken, as the Assetscase may be), or any part thereof, other than those creates in favor of the Pledgee a valid and perfected first priority security interest in such Collateral, and the proceeds thereof, subject to no prior Lien or those permitted encumbrance (other than any Permitted Lien that is a non-consensual lien arising by operation of law) or to any agreement purporting to grant to any third party a Lien or encumbrance (other than any Permitted Lien that is a non-consensual lien arising by operation of law, and other than the Lien created by the Utility Stock Pledge Agreement (65%) - Continued Tranche B Loan) on the property or assets of the Pledgor which would include the Pledged Stock and the Pledgee in writing.
(d) No approvalis entitled to all the rights, consent priorities and benefits afforded by the Uniform Commercial Code or other action by the stockholders and Pledgor or by relevant law as enacted in any governmental authority, or by any other person or entity, is or will be necessary relevant jurisdiction to permit the valid execution, delivery and performance by the Pledgor perfected security interests in respect of this Agreement or any other instruments or agreements executed in connection herewithsuch Collateral.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants that:
that (a) The Pledgor it is, or at the time when pledged hereunder will be, the legal, record and beneficial owner of, and has (or will have) good and marketable title to, all Securities pledged hereunder, subject to no Lien (except the Lien created by this Agreement); (b) it has full corporate power power, authority and authority legal right to execute and deliver and perform its obligations under pledge all the Securities pursuant to this Agreement; (c) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes a legal, valid and binding obligationobligation of the Pledgor enforceable in accordance with its terms except to the extent the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether the issue of enforceability is considered in a proceeding in equity or at law); (d) except to the extent already obtained, no consent of any other party (including, without limitation, any stockholder or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (i) the execution, delivery or performance of this Agreement, (ii) the validity or enforceability of this Agreement, (iii) the perfection or enforceability of the Pledgee's security interest in the Collateral or (iv) the exercise by the Pledgee of any of its rights or remedies provided herein; (e) the execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign applicable to the Pledgor, or of the Certificate of Incorporation or By-Laws of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of any Lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (f) all the shares of the Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (g) each of the Pledged Notes, when executed by the obligor thereof, will be the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generally, and equitable principles (ii) equitable rules regardless of whether enforcement is sought in equity or principles affecting the enforcement of obligations generally, whether at law or in equity, or law); and (iiih) the exercise pledge, assignment and delivery of the discretionary powers Securities pursuant to this Agreement creates a valid and perfected first priority Lien in such Securities, and the proceeds thereof (other than any cash proceeds thereof to the extent not required to be delivered to the Pledgee pursuant to the terms hereof), subject to no Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of any court before the Pledgor which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance would include the Securities. The Pledgor covenants and injunctive relief.
(b) Pledgor represents and warrants agrees that it is or will be before Commissioning (as such term is defined defend the Pledgee's right, title and security interest in and to the FPM Agreement) Securities and the owner proceeds thereof against the claims and demands of all Persons whomsoever; and the Assets Pledgor covenants and has good and marketable agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, Pledgee as Collateral hereunder and will not permit any lien, likewise defend the right thereto and security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor therein of the Pledgee or those permitted by Pledgee in writingand the other Secured Creditors.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby representsrepresents and warrants (which representations and warranties shall continue to be true and correct at all times during the term of this Agreement with the same force and effect as though made on a continuing basis and not merely as of the date hereof) that the representations and warranties made by it in the Stockholder Agreement, warrants all of which are incorporated herein by reference, are true and covenants that:
correct and that (a) The Pledgor has full corporate power and authority to execute and deliver and perform its obligations under this Agreement constitutes, and this Agreement is the Pledgor's each other agreement, instrument or other document executed or required to be executed pursuant hereto or thereto when executed and delivered by it will constitute, valid and binding obligationobligations of it, enforceable in accordance with its their respective terms, except as such enforcement (i) the enforceability thereof may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium moratorium, fraudulent conveyance or other laws affecting creditors' rights generally, (ii) equitable rules or principles of general applicability affecting the enforcement of creditors' or secured parties' rights or debtors' obligations generally, and (ii) the availability of specific performance or other equitable remedies may be limited by equitable principles of general applicability (whether at in a court of law or in equity); provided, or (iii) however, that such equitable principles will not prevent the exercise Pledgee from obtaining a practical realization of the discretionary powers economic benefits of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relief.
this Agreement; (b) Pledgor represents and warrants that it is or will be before Commissioning (as such term is defined in the FPM Agreement) the owner of the Assets owns and has good good, indefeasible and marketable merchantable title to the Assetsshares pledged by it hereunder, and will own any other Collateral pledged from time to time hereunder, free and clear of all liens, security interests liens and other encumbrances, except for those in favor of the Pledgee.
; and (c) Pledgor will not sellit is, leaseand, transfer, exchange or otherwise dispose after giving effect to the consummation of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action transactions contemplated by the stockholders Stockholder Agreement and Pledgor or by any governmental authoritythis Agreement, or by any other person or entitywill be, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewithSolvent.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, represents and warrants and covenants that:
that (a) The it is the legal record and beneficial owner of, and has good and indefeasible title to, the Pledged Stock described herein as being owned by it, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the lien and security interest created by this Agreement; (b) Pledgor owns 100% of the issued and outstanding capital stock of Temtex International, Inc.; (c) it has full corporate power power, authority and legal right to pledge the Pledged Stock pledged by it pursuant to this Agreement; (d) all the shares of the Pledged Stock pledged by it have been duly validly issued, are fully paid and non-assessable; (e) no consent of any other party (including, without limitation, any creditor of the Pledgor or any of the Subsidiary) and no order, consent, license, permit, approval, validation or authorization of, exemption by, notice to or registration, recording, filing or declaration with, any governmental or public body or authority is required to execute and deliver and perform its obligations under be obtained by the Pledgor in connection with the execution, delivery or performance of this Agreement and this Agreement is the Pledgor's valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise consummation of the discretionary powers of any court before which may be brought any proceeding seeking equitable remediestransactions contemplated hereby, including, without limitation, specific performance the exercise by the Lender of the voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement; and injunctive relief.
(bf) the pledge, assignment and delivery of such Pledged Stock pursuant to this Agreement creates a valid first lien on and a first perfected security interest in such shares of the Pledged Stock, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of such Pledgor represents which would include the Pledged Stock. Pledgor covenants and warrants agrees that it is or will be before Commissioning (as such term is defined defend Lender's right, title and security interest in and to the FPM Agreement) Pledged Stock and the owner proceeds thereof against the claims and demands of the Assets all persons whomsoever; and has good covenants and marketable agrees that it will have like title to the Assetsand right to pledge any other property which at any time hereafter may be pledged to Lender as Collateral hereunder and will likewise defend Lender's right thereto and security interest therein; and covenants and agrees that it will not, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or with respect to any part thereofCollateral, without the prior written consent of Pledgeethe Lender, and will not permit enter into any lienshareholder agreements, security interest or other encumbrance to attach to the Assetsvoting agreements, or any part thereofvoting trusts, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approvaltrust deeds, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement irrevocable proxies or any other instruments similar agreements or agreements executed in connection herewithinstruments.
Appears in 1 contract
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor hereby represents, warrants and covenants that:
(ai) The Pledgor it is the legal, record and beneficial owner of, and has good and marketable title to, all Securities pledged by it hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement;
(ii) it has full corporate power power, authority and authority legal right to execute pledge all the Securities pledged by it pursuant to this Agreement;
(iii) all the shares of Stock have been duly and deliver validly issued and perform its obligations under this Agreement are fully paid and this Agreement is nonassessable; and
(iv) each of the Pledgor's Notes, when executed by the obligor thereof, will be the legal, valid and binding obligationobligation of such obligor, enforceable in accordance with its terms, except as such enforcement to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws generally affecting creditors' rights generally, and by equitable principles (ii) equitable rules regardless of whether enforcement is sought in equity or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including, without limitation, specific performance and injunctive relieflaw).
(b) The Pledgor represents covenants and warrants agrees that it is or will be before Commissioning (as such term is defined defend the Pledgee's right, title and security interest in the FPM Agreement) the owner of the Assets and has good and marketable title to the Assets, free Securities and clear the proceeds thereof against the claims and demands of all liens, security interests and other encumbrances, except for those in favor of the Pledgeepersons whomsoever.
(c) The Pledgor further covenants and agrees that it will not sell, lease, transfer, exchange or otherwise dispose of have like title to and right to pledge any other property at any time hereafter pledged to the Assets, or any part thereof, without the prior written consent of Pledgee, Pledgee as Collateral hereunder and will not permit any lien, likewise defend the right thereto and security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor therein of the Pledgee or those permitted by Pledgee in writingand the Secured Creditors.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.
Appears in 1 contract
Samples: Pledge Agreement (Reltec Corp)
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby represents, warrants and covenants that:
: (ai) The Pledgor it is the legal, record and beneficial owner of, and has good and marketable title to, all Partnership Interests and other Collateral pledged by it hereunder, or in which it has granted a security interest pursuant hereto, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the liens and security interests created by this Agreement; (ii) it has full corporate power partnership power, authority and authority legal right to execute pledge and deliver grant a security interest in all the Collateral pledged and perform its obligations under assigned by it pursuant to this Agreement; (iii) this Agreement has been duly authorized, executed and this Agreement is delivered by the Pledgor's Pledgor and constitutes the legal, valid and binding obligation, obligation of the Pledgor enforceable in accordance with its terms, except as such enforcement to the extent that the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generallygenerally and by equitable principles (regardless of whether enforcement is sought in equity or at law); (iv) except as have been obtained or made, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers no consent of any court before which may be brought any proceeding seeking equitable remedies, other party (including, without limitation, specific any member or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Agreement; (v) to the best of the Pledgor's knowledge, the execution, delivery and injunctive relief.
performance of this Agreement by the Pledgor does not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court arbitrator or governmental authority, domestic or foreign, or of any Partnership Agreement or the partnership agreement of the Pledgor or of any partnership units or securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, agreement (b) including any partnership agreement of any Subsidiary Partnership), instrument or undertaking to which the Pledgor represents or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and warrants that it is or will be before Commissioning (as such term is defined not result in the FPM creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all Partnership Interests have been validly acquired and are fully paid for and validly pledged hereunder; (vii) the owner Pledgor has given true and accurate copies of the Assets and has good and marketable title partnership agreement of the Pledgor to the Assets, free Pledgee and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgee.
(c) Pledgor will not sellamend or modify, leaseor permit the amendment or modification of, transfersuch partnership agreement except as disclosed to the Pledgee; (viii) to the best of its knowledge, exchange or otherwise dispose the Pledgee is not in default of any of its obligations under such partnership agreement; (ix) this Agreement creates (after all steps required under Article 8 of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those UCC have been taken) in favor of the Pledgee or those permitted by Pledgee a legal, valid and enforceable security interest in writing.
(d) No approvalall right, consent or other action by title and interest of the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit in the valid execution, delivery and performance Collateral owned by the Pledgor on any date on which this representation and warranty is made or deemed made, which security interest shall, (A) upon delivery to the Pledgee of any certificates evidencing equity interests in a Subsidiary Partnership, (B) upon the filing of appropriate financing statements under the UCC in respect of any Subsidiary Partnership's partnership interest that is not represented by a certificate and (C) upon the taking of all steps required under Article 8 of the UCC (which delivery filings and/or steps have been done and remain in full force and effect as to the Collateral owned by the Pledgor on any date on which this Agreement representation and warranty is made or deemed made), constitute a fully perfected first lien on, and security interest in, all right, title and interest of the Pledgor in all of such Collateral, subject to no security interests of any other instruments Person; (x) there are no currently effective financing statements under the UCC covering any property which is now or agreements executed hereafter may be included in connection herewiththe Collateral except financing statements filed or to be filed in favor of the Pledgee as secured party; and (xi) the chief executive office and principal place of business of the Pledgor and the sole location where the records of the Pledgor with respect to the Collateral are kept are located at 0000 Xxxxxx Xxxxxxxxx, Arlington, Virginia 22209 and the Pledgor shall not move its chief executive office, principal place of business or such location of records except upon notice to the Pledgee and after compliance with the terms of the Credit Agreement. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Collateral and the Proceeds thereto against the claims and demands of all persons whomsoever.
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REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor hereby representscovenants, warrants and covenants thatrepresents, for the benefit of the Secured Party, as follows:
(a) Pledgor is the owner and holder of the Pledged Shares, free and clear of any liens, claims, charges or encumbrances of any nature whatsoever, other than as created by this Agreement.
(b) The Pledgor Pledged Shares have been duly authorized and are validly issued, fully paid and non-assessable, and are subject to no options to purchase, or any similar rights or to any restrictions on transferability.
(c) Each certificate or document of title constituting the Pledged Shares is genuine in all respects and represents what it purports to be.
(d) The Company has full the requisite corporate power and authority to execute enter into this Agreement and deliver the other Transaction Documents, and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents have been duly authorized by all necessary action on the part of the Company. This Agreement and the other Transaction Documents each constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally.
(e) The execution, delivery and performance of this Agreement and the other Transaction Documents, and the granting of the security interests contemplated hereby, will not: (i) constitute a violation of or conflict with the Certificate of Incorporation, Bylaws or any other organizational or governing documents of the Company; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which the Company is a party or by which either of them may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, fine, citation, award, decree, or any other judgment of any governmental authority; (iv) constitute a violation of, or conflict with, any law, states, code, rule or regulation; or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other lien, claim or encumbrance with respect to, any permit, license or authorization granted or issued to, or otherwise held by or for the use of, the Company or any of its assets. No consent or approval (including from stockholders or creditors of the Company) is required for the Company to enter into and perform its obligations under this Agreement or any other Transaction Documents.
(f) By virtue of the execution and delivery of this Agreement and upon delivery to Escrow Agent of the Pledged Shares in accordance with this Agreement, Secured Party will have a valid and perfected security interest in the Collateral, subject to no prior or other lien, claim, charge, pledge, security interest or encumbrance of any nature whatsoever. The Company further authorizes Secured Party to file any UCC financing statements, continuation statements and amendments thereto with respect to the security interests on the Collateral granted hereby, in such jurisdictions as may be requested or desired by the Secured Party.
(g) The Company hereby agrees and acknowledges that as of the date of the execution of this Agreement, it has given to the Company’s transfer agent irrevocable instructions and has executed and delivered to the transfer agent all such other documents and instruments, and has paid any fees applicable thereto, required to have the transfer agent issue the certificates representing the Pledged Shares in the name of Secured Party, and the Company is not aware of any facts, circumstances, events or conditions that would hinder, delay, impair or prevent said transfer agent from issuing and delivering the certificates representing the Pledged Shares in the name of Secured Party to Escrow Agent by no later than a date that is three (3) business days from the date of this Agreement. In the event the Escrow Agent has not received the certificates representing the Pledged Shares within said three (3) business day period, same shall be deemed an immediate Event of Default hereunder and under the Note.
(h) The Company covenants, that for so long as this Agreement is in effect, the Pledgor's valid Company will defend the Pledged Shares and binding obligationthe priority of Secured Party’s security interests therein, enforceable at its sole cost and expense, against the claims and demands of all persons at anytime claiming the same or any interest therein.
(i) From the date hereof until a date when all of the Obligations have been paid in full, the Company shall: (i) file in a timely manner all reports required to be filed under any state and federal securities laws and regulations applicable to the Company, or by the rules and regulations of any market where the Pledged Shares are then listed or traded; (ii) take all reasonable action under its control to ensure that adequate current public information with respect to the Company, as required in accordance with its termsRule 144, except as such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally, (ii) equitable rules or principles affecting the enforcement of obligations generally, whether at law or in equity, or is publicly available; (iii) not terminate its status as an issuer required to file reports under applicable state and federal securities laws, or the exercise rules and regulations promulgated thereunder; (iv) take all reasonable action under its control to maintain the continued listing, quotation and trading of its common stock on the listing, quoting and trading system or exchange where such common stock is traded as of the discretionary powers date hereof, and the Company shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority, Inc. and such other exchanges, as applicable. The Company shall promptly provide to Secured Party copies of any court before which may be brought notices it receives from any proceeding seeking equitable remediesgovernmental authority, includingexchange, without limitation, specific performance agency or other party with respect to any material compliance or non-compliance with any of the foregoing requirements and injunctive reliefobligations.
(bj) Pledgor The Company shall at all times maintain its existence and good standing in the jurisdiction of its incorporation.
(k) At its option, Secured Party may pay, for the Company’s account, any taxes (including documentary stamp taxes), liens, security interests, or other encumbrances at any time levied or placed on the Pledged Shares. The Company agrees to reimburse Secured Party on demand for any payment made or expense incurred by Secured Party pursuant to the foregoing authorization. Any such amount, if not promptly paid, shall constitute an Obligation secured hereby.
(l) The Company acknowledges, represents and warrants that it Secured Party is or will be before Commissioning (not an “affiliate” of the Company, as such term is used and defined in the FPM Agreement) the owner under Rule 144 of the Assets and has good and marketable title to the Assets, free and clear of all liens, security interests and other encumbrances, except for those in favor of the Pledgeefederal securities laws.
(c) Pledgor will not sell, lease, transfer, exchange or otherwise dispose of the Assets, or any part thereof, without the prior written consent of Pledgee, and will not permit any lien, security interest or other encumbrance to attach to the Assets, or any part thereof, other than those in favor of the Pledgee or those permitted by Pledgee in writing.
(d) No approval, consent or other action by the stockholders and Pledgor or by any governmental authority, or by any other person or entity, is or will be necessary to permit the valid execution, delivery and performance by the Pledgor of this Agreement or any other instruments or agreements executed in connection herewith.
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